CONSTITUTION OF SKYBOUND DAO LLC

This Constitution (the “Constitution”) of SKYBound DAO LLC (a decentralized autonomous organization, or the “DAO”), effective as of April [·], 2026 (the “Effective Date”), is established to facilitate community engagement, provide non-binding, advisory input to SKYBound DAO LLC (the “Company”), and perform the actions the DAO members ratify according to this Constitution.

The public address for the DAO is:

[Address]

The DAO is an advisory and participatory body whose decisions and recommendations are implemented at the discretion of the Company. The DAO itself does not possess independent legal or contractual capacity, and all actions, including treasury management and governance decisions, are subject to final approval and implementation by the Company, as further detailed in this Constitution. It is expressly understood that the DAO shall not hold any membership interest or pecuniary rights in the Company, nor any entitlement to its profits, assets, or equity. This Constitution shall be subject in all respects to the Company’s Operating Agreement, as amended from time to time. A copy of the Operating Agreement is available upon request.

Article I: DAO Purpose and Principles

• Purpose. The DAO exists to:

• Enable verified, trustworthy transactions between service providers and consumers by implementing a robust verification process that ensures all parties are vetted and rated for reliability and quality. This includes background checks, certification verification, and continuous performance monitoring to maintain high standards.

• Standardize and automate scopes of work using advanced AI tools to ensure consistency, accuracy, and efficiency in defining and managing project requirements. This involves creating detailed templates, utilizing machine learning for predictive analytics, and ensuring all project parameters are clearly defined and agreed upon by all parties.

• Enforce agreements and payments via smart contracts, which provide immutable, self-executing contracts with the terms of the agreement directly written into code, ensuring compliance and reducing the risk of disputes. This includes automated payment releases upon task completion, dispute resolution mechanisms, and transparent tracking of contract fulfillment.

• Maintain a dual rating system for mutual accountability, where both service providers and consumers are rated based on their performance and reliability, fostering a trustworthy and transparent ecosystem. This system will include periodic reviews, feedback loops, and mechanisms to address and resolve negative ratings or disputes.

• Govern operations transparently and equitably by ensuring all governance decisions and financial flows are visible on-chain, and by providing equal opportunities for all members to participate in the decision-making process. This includes regular audits, public reporting, and open forums for discussion and proposal submissions.

• Core Principles.

• Decentralization: No single entity or group shall control the DAO; all major decisions are subject to token holder vote, subject to the Company's limited veto authority in Article II, Section 4.

• Transparency: All governance decisions and financial flows are visible on-chain.

• Fairness: Equal opportunity for vendors and consumers to participate in the network.

• Trust Through Verification: Both service providers and users must be vetted and rated according to minimum standards set by the DAO.

• Sovereignty: DAO decisions shall be respected and implemented unless vetoed by the Company for legal, ethical, or structural integrity reasons.

• Member Empowerment: Members are encouraged to propose initiatives, participate in governance, and contribute to the DAO's growth.

• Continuous Improvement: The DAO shall regularly review and update its processes, tools, and standards to adapt to member needs and industry changes.

Article II: Governance Structure

• Token Holders. All governance rights reside with holders of SKYBound DAO LLC governance tokens. Token holders may:

• Submit proposals for vote, including detailed descriptions, objectives, and potential impacts of the proposals.

• Vote on active proposals, ensuring that all votes are recorded on-chain for transparency and accountability.

• Elect or recall DAO committees (if established), ensuring that committee members are held accountable and can be replaced if they do not meet the community's expectations.

• Propose changes to this Constitution, including providing detailed justifications and potential benefits or drawbacks of the proposed changes.

• Proposal Types. The DAO may vote on:

• New features or platform improvements, including detailed specifications, expected benefits, and implementation timelines.

• Budget allocations from DAO treasury, including detailed breakdowns of proposed expenditures, justifications, and expected outcomes.

• Vendor verification criteria or process improvements, including specific standards, procedures, and technologies to be used for verification.

• Community initiatives and partnerships, including detailed descriptions, objectives, and potential benefits for the DAO and its members.

• Amendments to this Constitution, including detailed justifications, potential impacts, and the process for implementation.

• Voting Process. All proposals must be submitted through the DAO interface, ensuring that they are properly formatted, include all necessary information, and are accessible to all members for review. To submit a governance proposal, the proposer must stake an amount of governance tokens (the “Staked Tokens”), to be determined by the Architect or managing authority from time to time. The Staked Tokens will be refunded if the proposal passes and meets the required quorum, or, at the option of the staking member, restaked for implementation oversight of the passed proposal. If the proposal fails to pass or does not meet the required quorum, the Staked Tokens are returned in full to the staking member. If the Architect, any relevant committee, or the managing authority (e.g., a non-voting proposal steward) determines that a proposal is malicious, frivolous, spam, or disruptive, such persons may impose penalties, including the forfeiture of part or all of the Staked Tokens. Such penalties may include, without limitation, a deduction of 10% to 20% of the Staked Tokens. The required stake amount and forfeiture conditions shall be published in DAO governance guidelines. Notwithstanding the voting processes herein, the Company shall retain full discretion to accept, reject, or modify any DAO proposal or recommendation pursuant to Article II, Section 4. Each proposal shall include:

• A clear title that accurately reflects the content of the proposal.

• Summary of impact and rationale, providing a concise explanation of the proposal's objectives and expected outcomes.

• Supporting documentation (if applicable), including any relevant data, research, or references.

• Voting options (YES/NO/ABSTAIN or multiple choice), clearly defined to avoid any ambiguity. Voters should be told what a “Yes” vote means and what a “No” vote means.

• Voting window: Default 7 calendar days unless an alternative window is expressly stated in the proposal text, and such window is approved by the Architect or founding council, ensuring that all members have sufficient time to review and vote on proposals.

• Quorum: 10% of total circulating tokens must participate for a vote to be binding, ensuring that decisions are made with adequate member participation. Abstentions shall count towards the quorum.

• Passing threshold: For a Yes/No vote, a simple majority consisting of at least one more “Yes” than “No.” Abstentions shall not count for or against the threshold unless amended by a formal governance proposal ratified by a supermajority vote. For a multiple-choice vote, the choice with the most votes shall win.

• Implementation: Passed proposals are implemented by the relevant operational role or subcommittee, ensuring that there is a clear process for executing approved proposals and tracking their progress.

• Veto Authority. The Company reserves limited veto rights to override any DAO decision. The Company may exercise its veto at any time, providing one or more of the following reasons to the DAO for the veto:

• Violates U.S. or applicable laws.

• Endangers the DAO’s ability to operate, including but not limited to: negatively impacting the platform’s launch, profitability, or technical and operational stability; or resulting in the absence of a broad, trusted, and consistently participating voter base; or otherwise undermining the DAO’s ability to maintain or achieve decentralization.

• Introduces malicious code or contractual risk.

• Threatens the structural integrity or core mission of the DAO.

• Operational Roles. The following core roles are recognized within the DAO. Additional roles may be defined and approved by the DAO through formal proposals as needed. The people and entities elected to these roles shall have the authority to carry out their roles as described herein without further authorization from the DAO, although such authority may be amended or modified from time to time by a duly passed proposal. All officers, employees, and contractors of the DAO or its affiliated entities serve at the will of the Architect or managing authority. They may be appointed or removed with or without cause, unless otherwise stated in a separate written agreement.

• Founder & Lead Architect: Responsible for vision, protocol integrity, and long-term strategic direction. May initiate proposals, lead DAO innovation, and represent the DAO in public or legal settings. This role also includes ensuring that the DAO's mission and values are upheld and that all activities align with the overall strategic goals.

• Chief Coordination Officer (“CCO”): The Chief Coordination Officer (“CCO”) is an appointed officer responsible for providing broad operational and administrative support to the Architect and the DAO. The CCO shall oversee administrative processes, document management, interdepartmental coordination, onboarding of vendors and contributors, and other duties as assigned to ensure the smooth functioning of the DAO’s day-to-day operations. The CCO acts as a flexible, multi-role administrator, empowered to address operational needs across departments until such time as specialized roles are established. The CCO shall serve at the will and direction of the Architect and may be removed, reassigned, or restructured at the discretion of the Architect.

• Chief Operating Officer (“COO”): The Chief Operating Officer (“COO”) oversees execution of the DAO's approved roadmap, manages core operations, vendor onboarding, personnel, and internal processes. This role also includes ensuring operational efficiency, addressing any operational issues, and coordinating between different departments and teams.

• Treasury Administrator: Implements approved budgets, maintains financial records, and ensures transparency and accountability in disbursements. This role also includes preparing financial reports, managing the DAO's assets, and ensuring compliance with financial regulations and policies.

• Smart Contract Lead: Manages the design, deployment, and auditing of smart contracts used by the DAO and its platform. This role also includes ensuring the security and reliability of smart contracts, addressing any vulnerabilities, and staying updated with the latest developments in blockchain technology.

• Governance Facilitator: Supports proposal formatting, vote scheduling, and member participation. Ensures decisions follow process and quorum. This role also includes facilitating discussions, addressing any governance-related issues, and ensuring that all members are informed and engaged in the governance process.

• Community Engagement Lead: Handles education, outreach, and member onboarding to keep the DAO vibrant, informed, and growing. This role also includes organizing events, managing communication channels, and ensuring that the community's needs and feedback are addressed.

• Token Supply; Distribution; and Vesting Schedule.

• Token Supply and Distribution: The total supply of governance tokens shall be capped at 2,000,000,000 tokens. Token shall be distributed in accordance with the following: [ ]% to operational roles, [ ]% to community treasury, [ ]% to contributors, and [ ]% for future incentives. No individual, entity, or group acting in concert, whether directly or indirectly and including through multiple wallets, addresses, or proxy accounts, may control more than 40% of the total token supply during the first six months following the Minimum Viable Product Launch (the “MVP Launch”). During the subsequent six-month period, this limit decreases to 30% of the total token supply. After the first twelve months have passed since the MVP Launch, the maximum allowable control is further reduced to 10% of the total token supply. These phased limitations are intended to prevent centralization and to promote a fair and decentralized distribution of tokens over time. The Company or Architect reserves the right to investigate and nullify any holdings determined to circumvent this limitation through deceptive or coordinated practices. This ensures a fair and equitable distribution of tokens, promoting decentralization and preventing any single entity from gaining excessive control. “Minimum Viable Product Launch” means, with respect to any token, the first date such tokens are issued to any person or entity other than the Company, its founders, employees, officers, directors, advisors, affiliates, subsidiaries, foundation, or related entities.

• DAO Custody Transfer Options. Until a DAO Custody Event occurs, the founder shall have authority to distribute tokens in accordance with approved tokenomics. The DAO can assume custody of the project by either (i) certifying a minimum of 10 unique wallets, each holding greater than or equal to 0.1% of the token supply; or (ii) a successful governance proposal requesting the DAO to establish full control and custody (each, a “DAO Custody Event”).

• Token Identification. The initial tokenomics and allocation logic shall initially be tiered early investor participation, close friends and family airdrops, and DAO, vendor, and ecosystem reserves held for future deployment.

• Vesting Schedule: Each person with an operational role as described in Section 5 will be subject to a [ ] month linear vesting schedule with a [ ] month cliff. This ensures that individuals are committed to the long-term success of the DAO and prevents short-term speculation.

• Legal and Regulatory Compliance. The DAO operates under the laws of Wyoming, with the Company as the legal entity of record. The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, and this Constitution, if applicable, may define, reduce, or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions, and dissolution of the decentralized autonomous organization.

Article III: Membership

• Eligibility. Anyone holding at least one SKYBound DAO LLC token is presumptively eligible to join the DAO. DAO membership shall require:

• KYC verification.

• Proof of trade service licensing (if applicable).

• DAO rating minimums (e.g., reputation thresholds).

• Execution of an acknowledgement of this Constitution in a form substantially in the form of Exhibit A.

Membership in the DAO is subject to the approval of the Company and adherence to the terms and conditions set forth by the Company. The Company reserves the right to revoke membership at any time.

• Rights and Responsibilities.

• Members must: (i) Abide by the Constitution and platform terms; (ii) Act in good faith with other members; (iii) Participate in voting and discussions as able; and (iv) Maintain accurate information and credentials.

• Members must abide by the following guidelines for behavior or be subject to termination by the Company:

• Compliance with laws Each member shall abide with all applicable laws, including any laws that may prevent such member from owning DAO tokens.

• No collusion. Members may not collude with each other to improperly influence the DAO, control the outcome of any proposal, or undermine the authority of the Company.

• Anti-discrimination and harassment. Illegal discrimination and harassment are strictly prohibited.

• Civil communication. Members commit to communicating with each other in a civil and constructive manner. Insulting or abusive language is strictly prohibited.

• Members have the right to: (i) Submit proposals, including changes to the Constitution, for vote; (ii) Vote on active proposals; (iii) Elect or recall DAO committees (if established)

• The DAO shall maintain an official communication forum or platform, which shall initially be Discord, accessible to all verified members for the purpose of discussing proposals, facilitating governance participation, sharing updates, and fostering community collaboration. The Architect or managing authority, in its sole discretion, shall determine and manage the official communication platform(s).

• Membership Exit; Restrictions on Transfer.

• Exiting members may redeem tokens at the prevailing treasury valuation, subject to a 30-day notice period and contingent on available treasury liquidity, as determined by the Company or Architect. The Company reserves the right to defer or decline redemption payouts if such payouts would jeopardize the financial viability or operational sustainability of the DAO.

• The governance tokens may not be sold, assigned, pledged, or otherwise transferred to any person or entity except as permitted under this Constitution. Any proposed transferee must satisfy: (i) all eligibility requirements established by the DAO and its voting members, including but not limited to jurisdictional restrictions, those in Article III, Section 1, and any other requirements set forth by the DAO, its legal counsel, or its voting members; and (ii) the transfer has been approved through a whitelisting process administered by the DAO, its designated compliance representative, or the voting members.

• Transfers to individuals or entities identified as malicious actors, sanctioned parties, or those failing to meet eligibility requirements are strictly prohibited. The DAO reserves the right to revoke, freeze, or otherwise restrict governance tokens involved in unauthorized transfers. The governance tokens may not be sold, assigned, pledged, or otherwise transferred to any person or entity except as permitted under this Constitution.

Article IV: Treasury and Financial Policy

• Treasury Ownership. The DAO treasury is collectively governed by token holders. No single entity may control treasury disbursements without a passed proposal. Distributions from the treasury to token holders or participants shall be made in accordance with the approved budget and the DAO's financial policies.

• Smart Contract Escrows.

• Payments for services will be executed through smart contracts and funds are locked at job acceptance. Any and all funds for services are released upon verified completion.

• Disputes resolved via smart arbitration or third-party verification.

• The DAO shall allocate a commission of 1% of protocol revenues to the Company as compensation for its ongoing contributions to the development and maintenance of the protocol.

• Budgeting and Disbursement.

• The Architect or designated representative shall retain exclusive authority to approve and disburse operational expenses necessary for sustaining the platform and DAO infrastructure, including but not limited to salaries, contractor payments, administrative costs, technology expenses, and compliance costs. These operational expenses shall not require DAO vote or approval to be paid. Transparency shall be maintained by providing regular reports to DAO members.”

• DAO operations budgets may be proposed quarterly by the Company or designated DAO representatives. This allows for regular review and adjustment of the budget to meet the DAO's evolving needs.

• Once an operating budget is approved, funds may be disbursed without requiring individual proposal votes for each expense. This streamlines the disbursement process and ensures that funds are available for necessary expenses.

• Emergency funds or adjustments outside the approved budget require a supermajority (66%) vote. This ensures that any significant changes to the budget are made with broad consensus.

• Treasury activity and spending reports will be published monthly for full transparency. This ensures that all members are informed about the DAO's financial activities and can hold the treasury administrators accountable.

Article V: Amendments; Dispute Resolution; Ratification; Limitation of Liability.

• Amendments. Amendments must be proposed, debated, and passed by token holder vote based on the following thresholds: (i) Minimum 15% quorum; and (ii) Minimum 60% approval to amend this Constitution. Notwithstanding the above, Emergency Amendments may be passed with 75% supermajority. “Emergency Amendments” shall mean a constitutional amendment necessary to address imminent legal, regulatory, security, or existential risks that, if unaddressed, would materially jeopardize the DAO’s operational viability, compliance status, or platform integrity. Emergency amendments shall not be used to enact routine governance changes or policy updates

• Dispute Resolution. Any dispute arising out of or relating to this Constitution, whether between members or between a member and the Company, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The seat of arbitration shall be Wyoming, the language shall be English, and the proceedings may be conducted virtually unless otherwise agreed by the parties.

• Ratification. This Constitution is adopted by the Members of the Company and may evolve through the governance process outlined herein.

• Limitation of Liability. Any interaction with or membership in the DAO is at your sole risk. You hereby expressly waive any and all claims, whether known or unknown, that you may have against the Company or the Company’s members, now or in the future, arising out of or in any way related to your membership in the DAO or use of the governance token. This waiver includes, but is not limited to, any claims for breach of contract, negligence, or any other tort, and any claims for equitable relief.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Constitution to be effective as of the date first above written.

MEMBER:

______________________________________

Billy Womack

COMPANY:

SKYBound DAO LLC, a Wyoming limited liability company

By: ___________________________________

Name: Billy Womack

Its: President and Chief Executive Officer

Exhibit A

Form of Acknowledgement

Acknowledgement of Constitution. I acknowledge that the Constitution of SKYBound DAO LLC is the controlling governing document that shall set forth the rights and obligations of the members of the DAO. I agree to abide by the Constitution, as amended from time-to-time pursuant to the proposals and amendments duly passed according to the process set forth therein. I acknowledge the terms of the Constitution may limit or extinguish legal rights I may otherwise have, and by joining the DAO I waive any such rights.

Termination of Membership in the DAO. I understand that I can leave the DAO pursuant to the terms of the Constitution. I acknowledge my membership is subject to revocation without notice.

Opportunity to Obtain Information. I have had the opportunity to solicit all information material to my decision to join the DAO.

No Profit / ROI Promises. I certify that no person acting or appearing to act on behalf of the DAO has told me that I will earn a profit or return on investment, or that any tokens associated with the DAO will have liquidity, value, or otherwise create a profit opportunity for me. If I am relying on any such representations, I will not sign this acknowledgment and I will not join the DAO. I understand these acknowledgements control over any other representations made by any other person.

Transfer Restrictions. I understand my membership in the DAO is non-transferrable until further notice at the sole discretion of SKYBound DAO LLC.

I agree that my electronic signature appearing on this agreement is the same as my handwritten signature for the purpose of validity, enforceability, and admissibility. I further agree that no certification or verification is necessary to validate my electronic signature and the lack of such certification or third-party verification will not in any way affect the enforceability of my electronic signature or any resulting contract.

___________________________

[Name]

___________________________

Date